17. SHARE CAPITAL (CONTINUED) The share options included in the outstanding balance at 31 December 2025, vest subject to remaining an employee or consultant if and when the following non-market performance vesting conditions are met: 450,000 share options i. when the Company determines to progress NNZ-2591 to a Phase 2b or Phase 3 clinical trial following a positive Phase 2 clinical trial outcome, or executes a partnering transaction for NNZ-2591 60% ii. when the Company executes a partnering transaction for trofinetide outside North America, or submits a Marketing Authorisation Application for trofinetide in the European Union, the United Kingdom, or Japan 40% Each of the above vesting conditions shall be tested separately from the other vesting conditions. The first vesting condition (i) was met in February 2024 and the second vesting condition (ii) was met in July 2023. 260,000 share options i. on the first dosing of a subject in a Phase 3 or Phase 2B clinical trial for NNZ-2591 33% ii. on the first dosing of a subject in a Phase 3 or Phase 2B clinical trial for a second indication for NNZ-2591 33% iii. on the last patient last visit in a Phase 3 or Phase 2B clinical trial for NNZ-2591 33% Each of the above vesting conditions shall be tested separately from the other vesting conditions. 18. DIVIDENDS There were no dividends paid, recommended or declared during the current or previous financial year. 19. INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 2: Ownership interest Name Principal place of business / Country of incorporation As at 31 Dec 2025 % As at 31 Dec 2024 % Neuren Pharmaceuticals Inc. United States of America 100% 100% Neuren Pharmaceuticals (Australia) Pty Ltd Australia 100% 100% Neuren Trustee Limited New Zealand 100% 100% All subsidiaries have a reporting date of 31 December. 20. COMMITMENTS AND CONTINGENCIES (a) Legal claims The Group had no legal matter contingencies at 31 December 2025 (31 December 2024: nil). (b) Commitments The Group was not committed to the purchase of any plant or equipment or intangible assets as at 31 December 2025 (31 December 2024: nil). As at 31 December 2025, the Group had commitments under product development contracts at the end of the reporting period but not recognised as liabilities amounting to approximately $67 million, including approximately US $44 million. (c) Contingent liabilities The Group had no contingent liabilities at 31 December 2025 (31 December 2024: nil) that require disclosure. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Neuren Pharmaceuticals Limited Annual Report 2025 52
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